Shades of Grey
by LexusGrey
Summary: I wrote this for an Angel kink meme, the prompt was like, Lilah tries to use sex to get Faith to go bad; either one on top. Summary: Lilah visits Faith in prison, intending to lure her back to the shadows. Things don't go as planned. WARNINGS: D/s, kink


Lilah Morgan wasn't a girl who liked to lose. In fact, she _didn't _lose, unless someone else cheated better than she did. And Faith? Well, Faith had written the book on cheating, hadn't she? Fall apart in Angel's arms, go all goody-goody and turn herself in, sending herself to prison, when all she really had to do was stake the vampire and things would have been peachy. Just fucking peachy. And now they weren't. Now? Wolfram and Hart wanted Angel alive, and Lilah wasn't stupid enough to defy their orders. But she thought she just might be able to convince Faith.

"What?"

"Do you have a hearing problem? Find us a room with actual walls."

"Ma'am that is against regul-"

She handed him a business card.

He spluttered to a stop and nodded, almost bowing. It was quite comical. "My sincerest apologies, Ms. Morgan. Right this way."

Faith snorted. "I see you've still got that superiority complex, Lil."

"Don't call me Lil. And I see you've still got that infermal smirk on your face."

"Only when you visit, babe."

"I'm so fortunate."

When they'd been shown into a rather large, but dark, room, the first thing Lilah did was laugh and turn on the light. "What lovely accommodations you have for your solitary inmates..."

"These are for the special ones... you know what I mean."

"That I do." Then she walked with clipped steps to the officer and handed him her purse. "If anything happens to my purse or its contents, Wolfram and Hart will eat your children for breakfast." She smiled at him. "And I mean that literally. Now, keep this door locked no matter what you hear, until I tell you to let us out. If we ask for something, drop it through the meal slot, unless she asks for your gun or your keys." She nodded her head toward Faith. "Understand?"

"What if she asks for my baton?"

"Let me repeat myself, and consider it a one-time courtesy. If we ask for something, drop it through the meal slot, unless she asks for your gun or your keys. Understand?"

"Yes, Ms. Morgan."

Once he was out with the door shut and bolted, Lilah turned her full attention to Faith, who was walking around, touching everything. "I understand how you might be jealous, since you've only got a regular cell."

"This ain't a cell, lady, it's a fuckin hotel suite. Who the hell do they put in these?"

"You and me, right now."

Faith narrowed her eyes and crouched into a defensive stance. "So, I take it we're gonna fight? Maybe I should ask for his baton."

"You think you'd need it to fight me?" Lilah laughed. "Still underestimating yourself... what a shame. But no, we're not going to fight. I'm here to give you what you wanted."

"And what's that?" She straightened up and folded her arms over her chest, unimpressed. Like this bitch knew anything about what she wanted.

Lilah managed to look shyly coy for a moment, though she was anything but, and undid the top button of her suit jacket.

"Woah, hang on there babe. Who said I wanted that?" Not that she'd mind.

Lilah bit her lip, undoing another two buttons. "We left the club together. You pinned me to a cyclone fence..."

"Uh, yeah, so I could take your expensive watch and kick your expensive ass."

Lilah stopped abruptly, staring at Faith, her eyes slightly wide. "What?"

"Ha! You think I brought you out back to fuck ya? That really _is _one hell of an ego you've got."

For the first time she could even remember, Lilah Morgan was embarrassed. She felt the flush on her cheeks as she fumbled with the buttons, trying to do them back up. How could she have so seriously misjudged the situation? And why was she disappointed on a personal level as well as professional?

Faith was kinda stunned, actually. Lawyer chick from hell coming to whore herself out, it was kinda flattering. And damn... the _blushing_? Wicked hot. "Hang on," she said, jumping from her perch on the dining table and grabbing Lilah's hands. "Did I _say _you could button your jacket?"

Lilah's heart jumped into her throat, and she cursed the gasp that escaped. If Faith decided to fight her, she wouldn't be able to get to the door quickly enough to demand an exit. "I'll just go then. I was obviously mistaken-"

Faith slapped her. "Did I say you could leave, either?"

Oh God. She was so screwed. Faith was going to kill her, and nobody would know until it was too late. That bitch was strong, too, and her cheek pulsed with pain. She didn't think it was going to be a quick or particularly merciful death, either.

Faith let her go, but made sure to place herself between Lilah and the door. "Take off your jacket."

"Why?"

"Because I fuckin said so. Are you mentally retarded or somethin? Take off your fuckin thousand-dollar jacket."

"Three thousand, actually," Lilah said, as if the mere suggestion of one thousand dollars was insulting. Which it was. She finished unbuttoning it and shrugged it off her shoulders, letting it fall to the floor of the cell.

"Three thousand bucks and you drop it on this dirty-ass floor?"

"It's yours now. I can buy another." Or fifty.

"Wow, thanks! For me?" Faith asked, putting her hands over her heart. "You're the best, Lil!"

Lilah was not amused.

Faith sighed, tilting her head to the side and looking Lilah up and down. "So you thought I was gonna fuck you in the alley, huh?"

The embarrassment made a quick flare-up and Lilah bristled. "Are you finished? Because I've got places to be, and important things to do."

"I must be one of 'em cause here you are."

Lilah just stood there, trying to look unfazed, but the way Faith was looking at her was unnerving, in the very best way.

"So wait a sec. You thought I was gonna fuck you in the alley, and we got interrupted by that nasty-ass weasel, and then I totally fuck up the job, and you come all the way here to finish what you thought I started? Damn, you must be seriously jones'n for a piece!"

"I don't need to stand here and list-"

"Take off your blouse."

"What? No."

"You were going to five minutes ago."

"Before you squeezed the life out of my advances, yes. The moment has passed."

"Aw, you don't want me anymore?" Faith asked, leaning into Lilah's personal space, brushing her lips across the lawyer's. BAM, victory - Lilah's throat constricted as she swallowed. And Faith could so see her eyelashes flutter. "I think you do."

Lilah did. She really, stupidly, suicidally did. "I don't," she lied, closing her eyes at the taste of Faith's mouth. Was there a reason she couldn't be attracted to someone good for her career? Even Lindsey would be better than Faith.

A hand in her hair, squeezing at the base of her neck made her wet.

"Liar," Faith grinned. "Your heart's beating so fast, Lilah..."

Damn the fucking Slayer senses. "Maybe I'm scared."

"Are you scared, Lilah?" She gave a fierce tug, tilting Lilah's head back, exposing her throat.

Faith's teeth scraped over her pulse and she whimpered. "A little."

"Scared I'll kill you?" She bit down, hard, but kept from breaking the skin.

Lilah cried out and went limp, only Faith's quick reflexes keeping her up. The Slayer grabbed her by the hips and held her standing. The side of her neck throbbed, and her own hands went to Faith's waist, resting lightly. "I don't know..."

"You don't know?" Faith backed her up into the wall, soothed the bite with her tongue. "I don't think you're scared, Lilah."

"I am," Lilah insisted, tilting her head absently, offering more of her neck.

"Tell you what," Faith said with a smirk, letting go completely, backing off a few feet. "You do what I say, and you don't have to be scared. We'll be five by five."

Lilah just stood there, trying to collect herself and right her breathing. She wasn't sure what made her more nervous - the thought that Faith might kill her, or the thought of following orders and possibly enjoying it. She didn't have a response to that, so she closed her eyes and tried to imagine what it would feel like to make Faith kneel in front of her, head between her legs, choking on the cock she usually saved for her fantasies of besting Lindsey.

"Lilah!" Faith yelled suddenly, after several long seconds of silence, and chuckled when the lawyer's eyes flew open. "I already know you want to fuck me. You just want to do it on your terms, and newsflash baby, that train already left the station. Now take off. Your fucking. Blouse."

She watched Lilah struggle. Watched beads of sweat starting to form just along her hairline. Watched her hands shake and her jaw clench as she stood fighting it for at least two minutes. This time Faith was patient, and she waited. She was just about to turn and head for the door when movement caught her eye, and she looked out of the corner of it as Lilah started to unbutton her blouse. She slowly turned her head, eyes following Lilah's fingers now, her trademark smirk firmly in place, touched with a bit of genuine interest.

Lilah hated how her hands were trembling. She could barely even get the goddamn buttons undone. She slowed down, trying not to let her nerves show, and it must have taken her five minutes to get the whole thing unbuttoned. She couldn't look at Faith as she slid it from her shoulders and let it fall to the floor. Faith could have the blouse, too.

"That's my girl," Faith crooned, stepping forward to trail a finger down Lilah's front, adding her nails when she got past the black satin bra, scratching five sharp lines over the lawyer's quivering stomach. She felt Lilah shudder, and lifted one finger to slide from her forehead to her nose, gently this time. "My girl knows better than to look at me when she's following orders."

Why did that make Lilah's breath catch? And why didn't she immediately look up, right into Faith's eyes? She kept her head down, praying that Faith would continue. That made her angry, but not angry enough to lift her head.

"Y'know... I think somebody likes this kind of treatment... doesn't she?" Faith asked, one corner of her mouth turned up in a smile. She stroked Lilah's cheek with her thumb, and when she got no answer, her touch became hard, fingers gripping Lilah's chin with enough pressure to bruise. "Doesn't she?"

Lilah gasped, squeezed her eyes shut tight, and swallowed. "Fuck you," she whispered. "I don't know what kind of sick, twisted-" The rest of her sentence came out muffled, because Faith had pressed two fingers into her mouth. She took a measured breath through her nose, calmed her raging ego, and slowly started to suck on Faith's fingers.

Faith allowed her to do that for a minute or so, then let her fingers slip out. "Apology accepted," she whispered. "Just this once."

Lilah missed Faith's fingers as soon as they were gone, and ran her tongue over her lips, then swallowed.

"Now. My mouth is just achin to be wrapped around one of those gorgeous tits, so you pick. Get one out for me, Lilah."

At least her fingers weren't shaking when she moved them to her bra, pulling the left cup aside and holding it there. She turned her face away, not sure she could handle watching Faith suck on her nipple, and gripped the fabric tightly with both hands, to keep them from doing something stupid like winding into those dark, sexy locks. Any other day, any other person and Lilah would be calling the shots. She was comfortable with that. But Faith yanked the reins from her before she even knew it was happening, and now she was along for the ride.

"Mmm," Faith purred. "Good girl." And she lowered her head, extending her tongue to lick little circles around the edge of Lilah's breast, feeling the lawyer stiffen in anticipation. Body language really was amazing, no joke. And the bitch tasted good, too. Expensive. Like some kinda flower she didn't even know the name of. She wanted more, and she sucked Lilah's nipple into her mouth, working it with her teeth and flicking with the tip of her tongue, love love loving the sounds Lilah made when she did.

_Good girl_. Shouldn't she be scoffing and rolling her eyes right about now? Instead of offering herself to a sadistic psycho and pressing her thighs together to ward off a near-constant tingle between her legs?

Faith hummed against Lilah's breast and slowly pulled her head up, grinning at the way Lilah's gaze was averted. "Lilah."

Gathering her wits and demanding that her voice sound normal, Lilah kept her head turned away. "Yes?"

"Are you gonna be good?" Faith whispered into her ear, nibbling the lobe and giving it a little kiss.

"I'm never good," Lilah hissed, and as soon as the words left her mouth, Faith had divested her of her belt, ripped open her slacks, and let them fall. "These pants were a gift!"

"Lilah," Faith growled, grabbing her by the hair and spinning her around, pressing her cheek to the wall. "So disappointing. I mean here I thought I had you makin some progress, and BAM, back to square one. I told you, one mistake was all you got, and what'd you do? You fucked it up. Now, me bein forgiving and all, I could just ignore it, keep on truckin, pretend you're not a bitch, but that ain't good enough for me. I want you to not BE a bitch, and I don't really give up until I get what I want, so what does that mean for you? A world'a hurt, baby."

"Look, I think I changed my mind. I'm just going to-" Faith's hand connecting solidly with her ass shut her up. For a moment, she was too shocked to speak. No one had ever... she was the one who always... no one dared to hit her like that. Kicks, elbows and punches were run-of-the-mill, but anything you wouldn't use in a bar fight was considered foul play. And how did she respond to the breach of protocol? She blushed.

"Got your attention, Princess? Do I need to do that again?"

"I can't believe you-" Another solid smack, and Lilah stiffened, quieting again, wondering what to do with her hands. They were clenching and unclenching at the moment, and it felt awkward and immature. How exactly had Faith gotten her into this position, again? Oh, right, because her cocky ass had assumed Faith wanted to fuck, and she'd come down to the prison expecting to be in control and found out she wasn't. This was not one of her finer moments, and she'd die before she let anyone else know about it. God, she was turned on.

"Do you want me to hit you some more, or can we get on with the good stuff?" Faith asked.

"I'm-" Lilah wasn't quite sure how to answer that and still sound dignified. So she decided to stand quietly and hope that was good enough.

It wasn't.

"Aw, babe, goin all quiet now? Inner reflection and all that shit? I was hopin you'd be smart enough to play by my rules, but I guess not." She was at the door in an instant, sliding the meal slot open. "Gimme your handcuffs," she demanded. A second later and she had them in her hands, slamming the metal closed again.

Lilah didn't even try for the door. She wouldn't make it, and she didn't want to. She let Faith drag her to the wall again without a struggle, and the unfamiliar sensation of cold steel wrapped around her wrist didn't make her as nervous as it should have.

Faith threaded the cuff through a strategically placed bar on the wall, a few feet above Lilah's head, then lifted the lawyer's other arm and snapped the second cuff securely.

A few minutes of silence staring at the wall, and Lilah started to wonder if Faith was planning to watch her to death. Just as she started to turn her head, something bit sharply into the flesh over her right shoulder, the sound echoing in her ear and pain radiating outward from the point of impact. "What is that?" she hissed.

"I don't think you're in a position to be asking questions, Princess. But hey. I don't think you'll like the answer. It's really expensive leather."

Lilah's eyes went wide. "My belt? You're going to beat me with my own belt? My one-of-a-kind, custom-commissioned Gucci belt?"

"Well I prefer the term 'whipping', it sounds so much more deserved," Faith said with a grin, swinging the belt again across Lilah's other shoulder blade. "But yeah. Basically."

"You think I can't take it?"

Faith's grin faded and she stepped closer, placing a gentle kiss to the back of Lilah's neck. "I know you can't." She stepped back, rolling her head to pop her neck, then flexed her hands, popping her knuckles, and she was ready. "You know... if you'd've been good like you started to, this wouldn't have to happen. Just remember that." She swung again, catching Lilah across her satin-covered ass, and watched the lawyer flinch.

It would have hurt from a normal person. Lilah was sure of that. From a Slayer, it really fucking hurt. She clenched her teeth, and her fists, and shut her eyes, trying to think of anything else. Something pleasant and vindicating, like killing a traitor or sending some lowly intern to another dimension just for the hell of it.

Faith hummed to herself as she worked Lilah over, noting with growing satisfaction how easily the woman's skin turned red, and if she hit the same spot a few times in a row, purple, with raised welts. A little blood here and there, barely noticeable on one shoulder blade and the back of one thigh, but Lilah didn't make a sound until Faith dropped the belt and started spanking gently with her hand.

"No!" Lilah shouted, not sure exatly why it bothered her, but she struggled to get away. "Don't do that, please..."

Faith wasn't too surprised, actually. "Lilah," she said softly, wrapping her left arm around the lawyer's waist to hold her still.

"Don't, Faith, don't," she pled, on the verge of tears, tugging helplessly on the cuffs.

"I gave you plenty of chances," Faith said, her voice less gentle. "You could've let me walk out the door, but you took off your blouse instead. You could've been good when I asked you to be good. So that makes me think hmm, what's Lilah playin at? And the answer is, nothin. Then I ask myself, what's Lilah scared of? And the answer's a lot more interesting, cause you sure as hell aren't scared of gettin beat with a belt. But a little gentleness and goddamn, you totally freak. Now most people don't think I'm super intiutive, but they don't see the whole picture. I know what scares you Lilah, cause it's the same thing that scares the shit outta me." She started the soft punishment again, and when her palm connected a few more times, Lilah gave a sob and stopped struggling. "You're scared of getting close, cause you know you'll just be a disappointment."

Suddenly the walls were closing in, and she wished Faith would just pick up the belt again; get some distance, beat her some more. She could take that. She was tough. It hurt, but she was used to pain. This, this intimate discipline, she couldn't take. A reminder of her disappointment. Of her inability to do things right. Her inability to please anyone when it came to personal affairs.

"I asked you to be good, Lilah, and you wouldn't do it. Don't I deserve that, after what you tried to get me to do?"

"I'm sorry," Lilah whispered, tears streaming down her cheeks.

"I mean, you wanted me to kill someone, babe. Just for gettin in the way of your evil little law firm. And when I didn't do it, you thought you'd come on down here and visit Faithy in prison, give me a good fuck and manipulate me into tryin again, that about right? Did I cover everything, or was there more to your little plan?"

"I don't- I thought-" Ugh, since when did she stutter? She did _not_. "I'm sorry, Faith. You win. I'll go, and you'll never hear from me again, I promise."

"Have you even been listening?" Faith asked. "I don't want you to go, I want you to be good."

"I can't be _good_, Faith."

"Not good good like save the world," Faith clarified with a grin. "Just good for me, right here right now, in this cell, until the door opens." She slowly released Lilah's waist, stroking her palms up and down over her welted back. "I want to give you what you want, babe. But you gotta behave."

Lilah shuddered, torn between arching away from Faith's hands and pressing into them.

"Don't go nowhere," Faith teased, walking to the door and opening the little window again. "Handcuff keys." She took them and closed up the slot, moving back to Lilah and reaching up, pausing with the key in one lock. "When I turn this key, you put your hand behind your back, you got that Princess?"

Grateful that her ridiculous tears had stopped, Lilah just nodded, and when Faith unlocked the cuff, she lowered her right arm and put her hand behind her back.

"Same goes for this one." Faith undid the other cuff, then tossed them on the floor, watching Lilah obey and getting a little thrill, right smack between her thighs. "That's my girl."

Lilah's pride flared, but she stayed still. The ache between her legs must've been clouding her judgement.

Faith put the keys in her pocket, in case Lilah got any funny ideas about grabbing the cuffs - not that they'd hold her anyways, but whatev. "Take off your shoes."

Lilah paused, but not as long as the first time, and stepped out of her pumps. The stone floor was hard and cold under her bare feet, and she couldn't help a little shiver.

"Aw, are you cold, baby?"

"The floor is cold," Lilah answered quietly.

Faith picked up Lilah's jacket and laid it on the floor in front of her. "C'mere." When Lilah walked over, she put her hands on the woman's shoulders and pressed, until Lilah knelt on the jacket.

Being forced to her knees so gently like that was paradoxical, but before she had time to really mull it over, a hand on the back of her head was urging her face against Faith's thigh, and she sighed, wishing there weren't pants in the way. "I want you," she said, her voice strained and hoarse, nuzzling the fabric with her cheek.

"So does everybody in the place," Faith said, stroking Lilah's hair. "What makes you special?"

"I need you," Lilah tried again, and as much as she hated to need anything, it felt like the truth. She was wet, and throbbing, and just being so close to Faith, with the possibility of touching, was almost enough to make her head implode.

"That so? Cause I don't think you need me, babe. I think you just wanna use me to get off. And I been patient, real patient with you, and here I thought we'd come to an understanding, but nope. You're still running your mouth, tryin to be in control."

"I'm not," Lilah insisted, looking up at Faith with wide brown eyes. "I didn't know- you didn't tell me to be quiet."

Faith looked her over, decided to give her the benefit of the doubt. "All righty then Princess. Be quiet."

It was easy, for the first five minutes. But when five turned into ten, fifteen, twenty, she struggled not to say something, anything, hell even start a conversation about some antiquated sporting event if it'd clear the oppressive silence. She bit her lip, forcing herself not to speak, and finally Faith said something, thank God.

"Let's move this little party to the bed." She took Lilah by a fistful of hair and tugged lightly, urging her to her feet, then directing her to the only bed in the room, which was much nicer than the ones in the regular cells, by the way, Wolfram and Hart bastards, and released Lilah's hair. "Face-down," she said simply.

Lilah flushed and crawled onto the bed, laying face-down. She gasped in surprise when she felt fingers curled into her underwear, inching them down her legs and off over her feet.

Faith put those in her pocket, too. Different reason than the handcuff keys. "Are you wet?" she asked.

Lilah had asked her partners that question a countless number of times, without regard for any embarrassment they might have felt in answering. So she knew how it felt from Faith's position. But she answered, despite the uncharacteristic blush on her face. "Yes."

"Do you want me to fuck you?"

"God, yes." No hesitation answering that one.

Faith grinned, climbed on the bed, lowered her body on top of Lilah's. She purred at the languid moan from the woman beneath her, and slipped a hand between their bodies, between Lilah's legs.

Lilah gasped again, then groaned, spreading her legs the best she could with Faith on top of her. She wanted to beg, even though she _didn't_ want to beg...

"What do you say, Lilah?" Faith asked, dragging one fingertip teasingly through the lawyer's warm slickness. "Don't be rude."

Another little groan, and she turned her head to the side, closing her eyes in preparation for a word she hated to use. "Please," she begged, and even though she didn't want to say it, she meant it. Faith flicked her clit, then teased her opening and pulled back, and she thought she might cry again. "Faith..."

Faith purred, and bit Lilah on the shoulder, and pushed two fingers into her. "Now say you're sorry."

"For what?" Lilah gasped.

"For being a cocky bitch, all presumtuous and shit, and trying to manipulate me." She pushed her fingers in farther, curled them against Lilah's skin, pulled out and pushed in a third.

A tiny mewl escaped, Faith's fingers stretching her a little, and she curled her fists around the sheets, offering the requested apology in a quiet voice. "I'm sorry."

"Are you really?"

Before she could lie, the truth came rushing out. "More than I thought I could be."

Faith sucked on the index finger of her free hand and then pushed it into Lilah's ass. "Still sorry?"

Lilah groaned and blushed and pressed her face harder into the mattress, closing her eyes, humiliation making her even more aroused, if that were possible. "Yes."

"I don't think I feel like making you come."

Lilah's frustration had hit the ceiling, and burst right through. "Then I'll go home and do it myself!" she hissed.

"That is NOT how this works," Faith snapped back, wiggling her finger in Lilah's ass until the lawyer started trying to get away from the torturous teasing. She hated to be teased, and she knew how it felt, but Lilah wasn't playing by the rules. "I thought you were gonna be good for me, baby," she crooned, swiping her thumb across Lilah's clit. "But you're breakin the rules."

Lilah was on the verge of insanity, with nowhere to go. She was at Faith's mercy if she wanted the teasing to end. And God, how she wanted it to end. She'd never been able to take much teasing. She'd never had to before. When Faith pulled out, she started to pick her head up, to look over her shoulder.

"Keep your head down," Faith snapped, climbing off the bed.

Instinctively, Lilah obeyed, pressing her cheek into the mattress again, the ache between her legs intensified. "I'm sorry," she mumbled, closing her eyes.

Faith stood at the foot of the bed, arms crossed, watching Lilah closely. She said nothing, just stood and observed.

Again, it was easy for Lilah to take at first, but the longer Faith was quiet, and not touching her, not reassuring her, not even standing in her line of sight, she started to get anxious. "I'm sorry," she finally said again, louder this time. No response. She thought she would have heard if Faith walked away, though, and she knew she would have heard if the door opened. "Faith?" Still no response. She turned her head, and was met with an angry Slayer.

"I said keep your fuckin head down, bitch," Faith growled, her voice low but still harsh.

Lilah felt the sting of tears, dropping her head back to the mattress. What was that Faith had said earlier, about being afraid to get close? Well now she wanted the closeness, at least for a little while. She felt alone and vulnerable, the painful pulse of need between her legs a constant reminder that she hadn't been good enough for Faith to relieve it. Disappointment swirled, early years of failure before she'd finally made something of herself with Wolfram and Hart. Her father yelling, her mother not even remembering who she was, no friends to speak of, no one to notice whether she went to school or not. Even her teachers telling her she'd never amount to anything if she didn't start behaving. Refusing to let her into their classrooms even though deep down she really did want to learn. They couldn't see that lighting fires in the bathrooms was a cry for help? Maybe they could see, and they just didn't care. Maybe if she'd tried harder then, she wouldn't be so alone now.

It'd been another ten minutes, and still nothing. "Faith?" she asked again, tears sliding down the side of her face to the mattress. This was so humiliating, this unwanted attack of emotion, but she was helpless against it. She was going to panic soon, and she prayed it wouldn't come to that.

Faith stayed quiet, wanting to see just how willing the lawyer would be to behave. How long would she go before she picked her head up again? Tick, tock, tick, tock... She wasn't sure exactly when it started, but she suddenly realized that she was watching Lilah unravel. The lawyer's silent tears turned to actual crying, one arm coming up to cover her face, trembling lightly as she cried. She could barely make out repeated apologies, and several times she clearly heard the word 'please'.

When Lilah started to yell, and her body started shaking with her tears, Faith's eyes widened and she got the idea this wasn't a game anymore, that she was playin with some shit here that she probably shouldn't be playin with. I mean, some cryin was normal in a situation like this, but yelling and shakin like that was wicked serious. She moved around the bed and sat down, putting a hand on Lilah's back. "Woah, pump the brakes, okay?"

Lilah jumped at the unexpected touch, not having expected Faith to do anything. She wanted to curl up into her, but she stayed how she was, with her cheek to the mattress and her arm over her face.

Faith was distinctly uncomfortable now. What the hell was she supposed to do? This wasn't supposed to be all intimate and personal... it was supposed to be dynamics and rough sex and kinky stuff. What exactly had she done to make Lilah flip her shit? Could've been any of the things she did. She kinda felt... bad, actually. "What happened?" she finally asked. She didn't feel like guessing.

"I'm a disappointment. I'm always a disappointment, and you made me want you, then you left." The tears had slowed, but her voice was shaky and hesitant. She didn't want to admit those things, but if she didn't answer, Faith would probably leave again. She still wasn't sure why she cared so much.

_I don't know why you care, but... _"I'm right here," Faith said, rubbing Lilah's back. Her skin was so soft and smooth in the places without welts.

"I won't break the rules," Lilah promised. "I'm sorry."

Now Faith felt more than kinda bad. Not like she knew this was gonna happen, but still. It was easy to be a bitch to a bitch, but how was she supposed to treat a bitch who was crying and sorry and not acting like a bitch anymore at all? It was confusing as hell and she wanted to say fuck it and run, but wasn't she supposed to be redeeming herself and shit? She could totally do this. Right? "If there were no rules, what would you do right now?" When Lilah opened her mouth to speak, she shook her head. "No, show me."

Lilah wiped her eyes and shifted, moving her arms around Faith's waist, laying her head in Faith's lap, her mouth against one thigh, trying to indicate without words what she wanted to do.

Faith's eyebrows lifted, one corner of her mouth turning up in a smirk. "You want to go down on me?" she asked, and Lilah nodded. "I'm not gonna say no to that, Princess."

Lilah's eyes drifted closed at being called Princess instead of bitch, and she nuzzled Faith's thigh gratefully.

Okay, now that turned her on like whoa. She was all warm and wet all over again, and her fingers threaded into Lilah's hair. "Hang on, baby, I should be naked for this."

Lilah moved out of the way so Faith could get up, and watched the Slayer peel off every stitch of clothing. It was more utilitarian than striptease, but that made it even sexier to her.

"You should be naked too," Faith said, raising an eyebrow.

Lilah glanced down at herself and noticed that though quite rumpled and askew, her bra was still technically on. She reached behind herself and unclasped it, easing the straps down her arms and dropping it to the floor. She was naked, now, though she'd been much more naked ten minutes ago.

But as Faith sat on the edge of the bed and she moved to the floor on her knees between the Slayer's legs, she didn't care. She had come here with one intention, and things couldn't have turned out more differently than she'd expected, but she didn't care. All that mattered was the taste and feel and smell of the Slayer; the way Faith's hand tangled in her hair, and the noises they both made. Angel, Wolfram and Hart... these things fell away from her conscious thought as she pushed her tongue deeper and brought her fingers to Faith's throbbing clit, twisting and pulling and rubbing until a cry tore from those smirking lips, and the Slayer came in her mouth.

Though she hadn't gotten what she wanted, coming to visit Faith in prison, she thought that maybe, just maybe, she'd gotten what she needed.


End file.
